Exhibit 5.5
Cahill Gordon & Reindel LLP
Eighty Pine Street
New York, N.Y. 10005-1702
June 13, 2003
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, LA 70808
Re: 2-7/8% Convertible Notes due 2010
Ladies and Gentlemen:
You have requested us to provide you with our legal opinion under
New York law as New York lawyers in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $287,500,000 aggregate
principal amount of 2-7/8% Convertible Notes due 2010 (the "Securities") of
Lamar Advertising Company, a Delaware corporation (the "Company"). We understand
that Palmer & Dodge LLP has acted as counsel to the Company in connection with
the proposed issuance of the Securities.
We have examined such corporate records, documents, certificates and
instruments as we deemed necessary and appropriate to enable us to render the
opinion expressed below.
Upon the basis of such examination, we advise you that, in our
opinion, when the Indenture to be dated as of June 16, 2003 between the Company
and Wachovia Bank of Delaware, National Association, as trustee (the "Trustee")
and the Supplemental Indenture to be dated as of June 16, 2003 between the
Company and the Trustee relating to the Securities have been duly authorized,
executed and delivered, and the Securities have been duly authorized, executed
and authenticated in accordance with such Indenture and such Supplemental
Indenture and issued and sold as contemplated in the Registration Statement
(File No. 333-48288) relating to the Securities, and the Prospectus Supplement,
dated June 10, 2003, relating to the Securities, filed under the Act on June 11,
2003, the Securities will constitute valid and legally binding obligations of
the Company, entitled to the benefits of such Indenture and such Supplemental
Indenture and enforceable in accordance with their terms, except that (a) the
enforceability thereof may be subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or conveyance or other
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similar laws now or hereafter in effect relating to or affecting creditors'
rights and remedies generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before which any
proceedings therefor may be brought.
In rendering the opinions set forth above, we express no opinion as
to the laws of any jurisdiction other than the laws of the State of New York. In
rendering the foregoing opinions, we have assumed that the Securities are the
valid and legally binding obligations of the Company under the applicable laws
of each such entity's jurisdiction of incorporation or organization, as the case
may be. You have advised us that you have received an opinion from Palmer &
Dodge LLP to the effect that the Securities have been duly authorized by, and
will be valid and binding obligations of, the Company under the applicable laws
of the Company's jurisdiction of incorporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the limited reference of our firm under the
caption "Legal Matters" in the Registration Statement and the prospectus forming
a part thereof. Our consent to such reference does not constitute a consent
under Section 7 of the Act and in consenting to such reference you acknowledge
that we have not reviewed and that we have not certified as to any part of the
Registration Statement and that we do not otherwise come within the categories
of persons whose consent is required under Section 7 or under the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel LLP